Attached files
file | filename |
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EX-1.1 - EX-1.1 - Copano Energy, L.L.C. | h80858exv1w1.htm |
EX-99.1 - EX-99.1 - Copano Energy, L.L.C. | h80858exv99w1.htm |
EX-99.2 - EX-99.2 - Copano Energy, L.L.C. | h80858exv99w2.htm |
EX-99.3 - EX-99.3 - Copano Energy, L.L.C. | h80858exv99w3.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 22, 2011
COPANO ENERGY, L.L.C.
(Exact name of registrant as specified in its charter)
Delaware | 001-32329 | 51-0411678 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
2727 Allen Parkway, Suite 1200 Houston, Texas |
77019 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (713) 621-9547
Not Applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2.):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement. | ||||||||
Item 7.01 Regulation FD Disclosure. | ||||||||
Item 9.01 Financial Statements and Exhibits. | ||||||||
SIGNATURES | ||||||||
Exhibit Index | ||||||||
EX-1.1 | ||||||||
EX-99.1 | ||||||||
EX-99.2 | ||||||||
EX-99.3 |
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement.
On March 22, 2011, Copano Energy, L.L.C. (Copano) entered into an Underwriting Agreement
(the Underwriting Agreement), by and among Copano, its wholly owned subsidiary Copano Energy
Finance Corporation (Copano Finance and, together with Copano, the Issuers), certain subsidiary
guarantors named therein (the Guarantors and, together with the Issuers, the Copano Parties)
and J.P. Morgan Securities LLC, as representative of the several underwriters named therein
(collectively, the Underwriters), with respect to the issuance and sale in an underwritten public
offering (the Offering) of $360,000,000 in aggregate principal amount of the Issuers 7.125%
Senior Notes due 2021 (the 2021 Notes). The issuance and sale of the 2021 Notes has been
registered under the Securities Act of 1933, as amended (the Securities Act), pursuant to an
automatic shelf registration statement on Form S-3 (File No. 333-162821), as amended, initially
filed with the Securities and Exchange Commission on November 3, 2009. The closing of the Offering
is expected to occur on April 5, 2011, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and agreements by
the Copano Parties, customary conditions to closing, other obligations of the parties and
termination provisions. Additionally, the Copano Parties have agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act, or to contribute to
payments the Underwriters may be required to make because of any of those liabilities.
The Underwriters and their respective affiliates have, from time to time, performed, and may
in the future perform, various financial advisory, commercial banking and investment banking
services for Copano and its affiliates, for which they received or will receive customary fees and
expense reimbursement. Specifically, J.P. Morgan Securities LLC has been engaged to act as dealer
manager and solicitation agent in connection with Copanos pending tender offer for any and all of
its outstanding 8.125% Senior Notes due 2016 (the 2016 Notes) and the related consent
solicitation. Certain of the Underwriters or their affiliates are holders of the 2016 Notes and,
accordingly, may receive a portion of the proceeds of the Offering in Copanos pending tender offer
for the 2016 Notes. An affiliate of an Underwriter (U.S. Bancorp Investments, Inc.) is the trustee
for the 2021 Notes. In addition, affiliates of each of the Underwriters are lenders under Copanos
revolving credit facility.
The foregoing description is a brief summary of the Underwriting Agreement and does not
purport to be a complete statement of the parties rights and obligations under the Underwriting
Agreement. The foregoing description is qualified in its entirety by reference to the full text of
the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form
8-K and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On March 22, 2011, Copano issued a press release announcing a cash tender offer and consent
solicitation for any and all of its outstanding 2016 Notes. A copy of the press release is
furnished as Exhibit 99.1 hereto.
On March 22, 2011, Copano issued a press release announcing the Offering. A copy of the press
release is furnished as Exhibit 99.2 hereto.
On March 22, 2011, Copano issued a press release announcing pricing of the Offering. A copy
of the press release is furnished as Exhibit 99.3 hereto.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report
on Form 8-K under this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, shall be deemed to be
furnished and shall not be deemed filed for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of that section, nor shall such information and Exhibits be deemed incorporated by
reference into any filing under the Securities Act or the Exchange Act.
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Table of Contents
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||
1.1 | Underwriting Agreement, dated as of March 22, 2011, by and among Copano,
Copano Finance, the Guarantors named therein and J.P. Morgan Securities
LLC, as sole representative of the several Underwriters named therein. |
|||
99.1 | Press release dated March 22, 2011, announcing commencement of a cash
tender offer and consent solicitation for any and all of Copanos 8.125%
Senior Notes due 2016. |
|||
99.2 | Press release dated March 22, 2011, announcing commencement of the Offering. |
|||
99.3 | Press release dated March 22, 2011, announcing pricing of the Offering. |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 23, 2011 | COPANO ENERGY, L.L.C. |
|||
By: | /s/ Douglas L. Lawing | |||
Douglas L. Lawing | ||||
Executive Vice President, General Counsel and Secretary |
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Table of Contents
Exhibit Index
Exhibit No. | Description | |||
1.1 | Underwriting Agreement, dated as of March 22, 2011, by and among Copano,
Copano Finance, the Guarantors named therein and J.P. Morgan Securities
LLC, as sole representative of the several Underwriters named therein. |
|||
99.1 | Press release dated March 22, 2011, announcing commencement of a cash
tender offer and consent solicitation for any and all of Copanos 8.125%
Senior Notes due 2016. |
|||
99.2 | Press release dated March 22, 2011, announcing commencement of the Offering. |
|||
99.3 | Press release dated March 22, 2011, announcing pricing of the Offering. |
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